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Minutes | Board Governance Committee (BGC) Meeting 24 April 2020

BGC Attendees: Becky Burr, Ron da Silva, Ihab Osman, Kaveh Ranjbar, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)

Other Board Member Attendees: Maarten Botterman, Sarah Deutsch, Avri Doria, and Nigel Roberts

ICANN Org Attendees: Susanna Bennett (SVP, Chief Operations Officer), Franco Carrasco (Board Operations Specialist), John Jeffery (General Counsel and Secretary), Vinciane Koenigsfeld (Senior Director, Board Operations), Wendy Profit (Board Operations Senior Manager), Jennifer Scott (Senior Counsel), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Multistakeholder Strategy & Strategic Initiatives)

The following is a summary of discussions, actions taken and actions identified:

  1. Review of Prior Action Items – The BGC recapped items it had recently completed, including review of the Board member's conflicts of interest disclosures. The BGC confirmed that the prior action item of ICANN org sending new disclosure forms to certain individual Board members to complete in light of identified changes to statements of interest had been completed and that ICANN org will confirm the accuracy of the changes before posting a new summary of the Board member's statements of interest.
  2. Review of Working Groups, Caucuses and Board Liaisons to Community Groups – The BGC reviewed and discussed comments and modifications to the Board Working Groups, Board Caucuses and Board Liaisons to Community Groups Framework document. The document describes the purpose and manner of establishment of Board working groups and caucuses, as well sets out steps that should be followed in identifying liaisons to community groups. The BGC also agreed to discuss at its next meeting the process by which existing Board Working Groups and Caucuses will be assigned to a Sponsoring Board Committee as called for in the Framework document.

    • Actions:

      • ICANN org to incorporate the agreed final modifications to the document and distribute the final document.
  3. Review of Board Leadership Selection Process – The BGC reviewed and discussed potential modifications to the "Practice for Board Engagement in Developing Slate for Board Leadership Selection" (Board Leadership Selection Practice) process and document. The discussion included the idea of increasing transparency of the leadership candidate presentations and discussion of those candidates to all other candidates. The BGC also discussed a proposed modification to the voting methodology. The BGC plans to continue its discussion and review of the leadership selection process and document at its next meeting. Upon completion of its review, the BGC will present its recommendations to the Board for further discussion and review.
  4. Review of Board Member Evaluation for Selecting Groups – The BGC reviewed and discussed the questions used to evaluate the Board members that currently are eligible and seek another term on the Board. The BGC conducts a survey of the Board members that are eligible for reappointment to the Board, using questions that include input from the Nominating Committee. Upon review of the existing survey questions, the BGC discussed and proposed slight modifications to the text of two questions in order to ensure they elicit responses regarding the skills and competencies of the Board members being evaluated. Upon the BGC's approval of the modifications, the evaluation process will proceed to next steps.

    • Actions: ICANN org to incorporate the BGC's modifications to the Board Member Evaluation survey questions and recirculate to the BGC for final review.
  5. Review of Delegation of Authority – The BGC discussed and agreed to have a small group of its members conduct a preliminary review of the 2016 Delegation of Authority document and practices associated with the Board's power to delegate its authority to ICANN org, to determine if any changes are necessary. The BGC intends to continue discussion of this topic at the BGC's next meeting.
  6. Review of ATRT3 Report – The BGC discussed whether the survey results about the Board found in the draft report of the Third Accountability and Transparency Review Team (ATRT3) could be addressed and folded into the BGC's 360 review process, which is expected to occur later this year.

Published on 14 April 2020